Danaher 2011 Annual Report Download - page 57

Table of Contents
(c) Interest payments on long-term debt are projected for future periods using the interest rates in effect as of December 31, 2011. Certain of these projected
interest payments may differ in the future based on changes in market interest rates.
(d) As described in Note 13 to the Consolidated Financial Statements, certain leases require us to pay real estate taxes, insurance, maintenance and other
operating expenses associated with the leased premises. These future costs are not included in the schedule above.
(e) Consist of agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms,
including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.
(f) Primarily consist of obligations under product service and warranty policies and allowances, performance and operating cost guarantees, estimated
environmental remediation costs, self-insurance and litigation claims, post-retirement benefits, pension obligations, deferred tax liabilities (excluding
unrecognized tax benefits) and deferred compensation obligations. The timing of cash flows associated with these obligations is based upon
management’s estimates over the terms of these arrangements and is largely based upon historical experience.

The following table sets forth, by period due or year of expected expiration, as applicable, a summary of off-balance sheet commercial commitments of the
Company related to continuing operations as of December 31, 2011.

($ in millions)



  


Guarantees $330.0 $242.8 $69.0 $11.8 $ 6.4
Guarantees consist primarily of outstanding standby letters of credit, bank guarantees and performance and bid bonds. These guarantees have been provided
in connection with certain arrangements with vendors, customers, financing counterparties and governmental entities to secure the Company’s obligations
and/or performance requirements related to specific transactions.
Other Off-Balance Sheet Arrangements
The Company has from time to time divested certain of its businesses and assets. In connection with these divestitures, the Company often provides
representations, warranties and/or indemnities to cover various risks and unknown liabilities, such as claims for damages arising out of the use of products
or relating to intellectual property matters, commercial disputes, environmental matters or tax matters. The Company has not included any such items in the
contractual obligations table above because they relate to unknown conditions and the Company cannot estimate the potential liabilities from such matters, but
the Company does not believe it is reasonably possible that any such liability will have a material effect on the Company’s financial statements. In addition,
as a result of these divestitures, as well as restructuring activities, certain properties leased by the Company have been sublet to third parties. In the event any
of these third parties vacates any of these premises, the Company would be legally obligated under master lease arrangements. The Company believes that the
financial risk of default by such sub-lessors is individually and in the aggregate not material to the Company’s financial statements.
In the normal course of business, the Company periodically enters into agreements that require it to indemnify customers, suppliers or other business partners
for specific risks, such as claims for injury or property damage arising out of the Company’s products or claims alleging that Company products infringe
third-party intellectual property. The Company has not included any such indemnification provisions in the contractual commitments table above.
Historically, the Company has not experienced significant losses on these types of indemnification obligations.
The Company’s Restated Certificate of Incorporation requires it to indemnify to the full extent authorized or permitted by law any person made, or threatened to
be made a party to any action or proceeding by reason of his or her service as a director or officer of the Company, or by reason of serving at the request of the
Company as a director or officer of any other entity, subject to limited exceptions. Danaher’s Amended and Restated By-laws provide for similar
indemnification rights. In addition, Danaher has executed with each director and executive officer of Danaher Corporation an indemnification agreement which
provides for substantially similar indemnification rights
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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